2- 3 written consent of the Company, in whole or in part through the surrender
of shares of Common Stock having a fair market value equal to the exercise
price, through delivery of a note or pursuant to any cashless exercise program
that the Company may adopt. The Grantee also shall pay to the ...
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT between PROVANT, Inc., a Delaware
corporation (the "Company"), and Curtis M. Uehlein (the "Grantee") dated
effective as of October 8, 1999 (the "Date of Grant").
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto act and agree as follows:
Section 1. The Plan
The option granted pursuant to this Agreement is not granted pursuant
to the Company's 1998 Equity Incentive Plan (the "Plan"). This Agreement shall
nevertheless be subject to the terms of the Plan, a copy of which is attached
hereto as Exhibit A and is incorporated herein in its entirety, except to the
extent this Agreement and the Plan or any agreement between the Company and the
Grantee are in conflict, in which case this Agreement or such other agreement
shall control. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Plan.
Section 2. Grant of Option
The Company hereby grants to the Grantee, as of the Date of Grant, an
option (the "Option") to purchase up to 225,000 shares of Common Stock, par
value $.01 per share, of the Company (the "Option Shares") at a price per share
of $16.375, both the price and the number of shares being subject to adjustment
only as provided herein and in the Plan.
Section 3. Terms of Option
Subject to such further limitations as are provided herein, the Option
shall be exercisable in three (3) installments, with the Grantee having the
right hereunder to purchase from the Company the following number of Option
Shares upon exercise of the Option, on and after the following dates, in
(a) on and after the first anniversary of the Date of Grant,
up to one-third (ignoring fractional shares) of the total number of
(b) on and after the second anniversary of the Date of Grant,
up to an additional one-third (ignoring fractional shares) of
the total number of Option Shares; and
(c) on and after the third anniversary of the Date of Grant,
the remaining Option Shares.
Section 4. Termination of the Option
The Option and all rights hereunder with respect thereto, to the extent
such rights shall not have been exercised, shall terminate and become null and
void after the close of business on the day that is seven (7) years from the
Date of Grant (the "Option Term").
Section 5. Cessation of Grantee's Employment
(a) If the Grantee ceases to be employed by the Company by reason of
the Grantee's death during the Option Term, the Option shall be exercisable, to
the extent the Option was exercisable on the date of the Grantee's death, either
by the Grantee's executor or administrator or, if not so exercised, by the
legatees or distributees of the Grantee's estate, only during the twelve (12)
months immediately following the Grantee's death, after which time the Option
(b) If the Grantee ceases to be employed by the Company during the
Option Term for any other reason, the Option (i) to the extent that it is not
then exercisable by the Grantee shall terminate on the date the Grantee's
employment with the Company ceased, and (ii) to the extent that it was
exercisable on the date the Grantee's employment with the Company ceased shall
continue to be exercisable during the thirty (30) days immediately following
such cessation, after which time the Option shall terminate.
(c) Notwithstanding any other provisions set forth herein or in the
Plan, in no event shall the Option be exercised after the expiration of the
(d) Notwithstanding any other provisions set forth herein or in the
Plan, the Option shall terminate automatically and without notice to the Grantee
on the date the Grantee's employment is terminated for "cause". For the purposes
hereof, "cause" shall mean any conduct that the Board of Directors of the
Company determines in good faith impairs the reputation, goodwill or business of
the Company or any of its subsidiaries or is inimical to the best interests of
the Company or any of its subsidiaries. A termination for "cause" will include
any resignation in anticipation of discharge for "cause" or accepted by the
Company in lieu of a formal discharge for "cause".
Section 6. Exercise of Option
(a) The Grantee may exercise the Option with respect to all or any part
of the number of Option Shares then exercisable hereunder by giving written
notice of election to the Company, attention: Treasurer. Such notice shall
specify the number of Option Shares with respect to which the Option is to be
(b) At the time the Option is exercised, the Grantee shall make full
payment for the Option Shares purchased, in cash, certified check or bank
cashier's check, or, with the prior
written consent of the Company, in whole or in part through the surrender of
shares of Common Stock having a fair market value equal to the exercise price,
through delivery of a note or pursuant to any cashless exercise program that the
Company may adopt. The Grantee also shall pay to the Company or make provision
satisfactory to the Company for the payment of any taxes required by law to be
withheld by the Company at the time of the exercise of the Option or the sale of
the Option Shares acquired upon such exercise. For purposes of this Section 6(b)
and Section 6(c) below, "fair market value" shall be determined based on the
last sale price of the Common Stock as reported by the principal national
securities exchange or automated quotation system on which the Common Stock is
listed on the date of exercise.
(c) In the event exercise of the Option otherwise would require the
Company to issue a fractional share of Common Stock of the Company, except as
otherwise provided below, such fraction shall be disregarded and the purchase
price payable in connection with such exercise shall be appropriately reduced.
Any such fractional share shall be carried forward and added to any shares
covered by future exercise(s) of the Option.
(d) Notwithstanding anything to the contrary contained herein, the
Option shall not be exercisable unless either (a) a registration statement under
the Securities Act of 1933, as amended, with respect to the Option Shares shall
have become, and continues to be, effective, or (b) the Grantee (i) shall have
represented, warranted and agreed, in form and substance satisfactory to the
Company, at the time of exercising the Option, that the Grantee is acquiring the
Option Shares for the Grantee's own account, for investment and not with a view
to or in connection with any distribution, (ii) shall have agreed to
restrictions on transfer in form and substance satisfactory to the Company, and
(iii) shall have agreed to an endorsement which makes appropriate reference to
such representations, warranties, agreements and restrictions on the
certificate(s) representing the Option Shares.
Section 7. No Rights of a Stockholder
Neither the Grantee nor any personal representative shall be, or shall
have any of the rights and privileges of, a stockholder of the Company with
respect to any Option Shares, in whole or in part, prior to the date of exercise
of the Option.
Section 8. Nontransferability of Option
During the Grantee's lifetime, unless otherwise allowed by the Board of
Directors of the Company pursuant to Section 6.4 of the Plan, the Option shall
be exercisable only by the Grantee, and the Option shall not in any event be
transferable except, in case of the death of the Grantee, by will or the laws of
descent and distribution.
Section 9. Employment Not Affected
Neither the granting of the Option nor its exercise shall be construed
as granting to the Grantee any right with respect to the Grantee's continued
employment by the Company. Except as may otherwise be limited by a written
agreement between the Company and the Grantee, the right of the Company to
terminate at will the Grantee's employment at any time (whether by dismissal,
discharge, retirement or otherwise) is specifically reserved by the Company.
Section 10. Amendment of Option
The Option may be amended or modified at any time by the Company;
provided, however, that the Grantee's consent to such amendment or modification
shall be required unless the Board of Directors or Compensation Committee (if
any) of the Company determines that the amendment or modification, taking into
account any related action, would not materially and adversely affect the
Section 11. Notice
(a) Any notices required or permitted hereunder shall be addressed to
the Company at 67 Batterymarch Street, Suite 400, Boston, Massachusetts 02110,
Attention: Treasurer, or to the Grantee at the most current address of the
Grantee appearing in the records of the Company, as the case may be.
(b) Either the Company or the Grantee may, by notice to the other given
in the manner provided in Section 11(a), change the designated address for
Section 12. Governing Law
The validity, construction, interpretation and effect of this
instrument shall be governed by and determined in accordance with the law of the
Commonwealth of Massachusetts, without regard to conflicts of law principles.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized and the Grantee has hereunto
set his hand all as of the 8th day of October 1999.
By: /s/ Rajiv Bhatt
Its: Executive Vice President
/s/ Curtis M. Uehlein
Curtis M. Uehlein, Grantee